Seducing Mother and Daughter

I'd never been to Kayla and Kai's house before. To say I was impressed would be an understatement. Their home overlooks Los Angeles and has a spectacular view. The house itself is massive, made of some sort of flagstone or something, with a giant circular driveway.

I felt so small in my subcompact as I parked next to Kathy Anderson's Mercedes. Was this a mistake? Did I belong here? I opened the car door and stepped out. The fragrance of flowers filled my nose, and the sounds of birds filled my ears.

"You came!" Kayla said with excitement as she burst from the front door.

Kayla had invited me for the weekend after my stay at her apartment near campus. I came right over after tennis practice.

Kayla ran up to me and gave me a big hug, then planted a wet kiss on my lips, her tongue darting into my mouth.

"Wow!" I said, breaking off and looking to the front door. "Your mom might see us!"

"Oh, I don't care," Kayla said, taking my arm.

"You don't?"

"Nope," she said, pulling me towards the house.

"Let me at least get my backpack!" I said, reaching back into the car.

As we approached the door, I did a double take. Standing there was one of the most beautiful women I'd ever seen - she looked like a portrait of my lover Kayla in about 20 years, or maybe just 10?

"Autumn, this is my mom, Kathy," Kayla said.

Kathy Anderson was a thing of beauty. About 5'7" maybe... with shiny honey-blonde hair that came down to the middle of her back. She had a gentle, friendly face with dark blue eyes, like Kayla. Now I knew where the model good looks came from. Kathy wore a silky white blouse that clung to her ample figure. She must have been wearing a thin bra because I could see her nipples outlined in the fabric. My gaze fell to her stomach, which was flat, and her long, athletic legs, barely hidden by a very short blue skirt.

I realized I'd been starring, but when I looked up, Kathy was smiling at me. "It's so nice to finally meet you in person," she said, pulling me into a hug.

I felt her breasts press against mine and could smell her blonde hair - a wonderful citrussy fragrance. I dropped my backpack and hugged her back. It lasted just a little bit longer than a usual greeting - and I didn't mind it a bit.

She held me at arm's length. "Kayla didn't tell me how beautiful you are!"

As she said this, she looked me up and down. I was wearing shorts and a close-fitting top - nothing as fancy as Kathy. As I followed her gaze downward, I realized my nipples were showing through just slightly. Was I cold or...?

"Come on in, Autumn," Kayla said, breaking the trance I was in. "I want to show you my house!"

"Meet in the dining room in an hour, okay?" Kathy called out as we headed towards the stairs - a grand staircase winding up from both sides of the central hall.

As we climbed, I noticed the large living room with an enormous fireplace, several seating areas, and a wall of windows looking over a deck, a pool, and a tennis court.

"I can't believe you live in a place like this," I marveled.

"I know!" Kayla said, brightly. "My mom's done really well. I'm so proud of her."

"She looks too young to be your mom," I said, glancing back down to see Kathy turn towards the kitchen. She looked up at me and smiled again.

"I know. We get that a lot. She had me when she was twenty. It's always been just the three of us - me and her and Kai."

When Kayla mentioned her brother, I had a flash back of just one week prior, when Kai lovingly took my virginity with his large cock while Kayla sucked on my tits. I practically shivered with the feelings of arousal that came with that memory. Why was I getting such a sensual vibe out of this place?

Kayla dragged me into her room and kicked the door closed. The room was large, of course, with a four-poster bed that had curtains tied back on each corner. A slider led out onto a private deck, and she even had her own bathroom.

"Mom says we have an hour," Kayla said, pulling me close. She brushed some hair from my face. "I didn't get to see you all week and I've really missed your lips - both sets of them!"

She pulled me into a kiss. Her velvety lips met mine and her tongue begged for entrance to my mouth. I dropped my pack on the floor and returned the kiss, feeling more arousal course through me at the feeling of her warm tongue entering me. Kayla's hands roamed my body and squeezed my butt cheeks, pulling me close to her.

"I want you so badly," she said, breaking off.

"But your mom's right downstairs!" I protested weakly.

"She won't know anything," Kayla said, pulling off her top to reveal a black bra that barely held in her large bosom. "But I don't think she'd mind anyway."

"Man, my mom would so mind if I was making love to someone else while she was in the house. Your mom is so..."

"Cool?" Kayla interrupted. "Yeah, she is. Now come here and get undressed!"

Kayla grabbed at the hem of my top. I lifted my arms and let her pull it off. Her hands went to my breasts, not as big as hers, but very sensitive to the touch. She squeezed them both and pressed her palms in, compressing my nipples and sending pleasure signals all through my body.

"Mm," I said. "You do that so well!"

"There are lots of things I do well when I'm turned on!"

We kissed again as she fondled me. I grabbed her ass and pulled her to me, grinding my mound against hers. She reached behind my back and undid my bra. As I let it fall to the floor, Kayla broke off, bent down, and took a nipple in her mouth.

"Oh!" I gasped at the flood of new feelings.

She sucked in and pulled back.

"Mm... oh, Kayla. I love your mouth on my nipples!"

She fondled one breast and licked and sucked the nipple of the other. I was getting very wet.

"Now my turn," I said, reaching behind her and undoing her bra.

I pulled it off her arms, releasing her large, full breasts. I squeezed and twisted her erect nipples between my fingers, causing her to shudder with pleasure. I pushed her back on the bed and she fell on her back, her legs wide open.

I reached up and stripped off her shorts and thong, exposing her wet, bald mound and red, swollen pussy lips. I pulled off my shorts and panties and climbed on top of her, grinding our mounds together and letting our pussy juices mix. We kissed and I sent my tongue into her mouth. I felt her exploring my tongue and exploring me.

I moved lower and kissed and licked her neck. My fingers found her pussy and as soon as I touched her slit, she moaned with pleasure and my finger got covered in a fresh burst of juice. I took a nipple in my mouth and sucked hard as I rubbed my finger lightly across her clit.

"Mm, oh, mm," she moaned as her hips began moving up and down.

I moved to the side and took the other nipple in my mouth, my hand further exploring her slit and slipping a wet finger into her hole. She grabbed my hand and held it to her crotch. I finger-fucked her while going from nipple to nipple.

"Fuck me, Autumn, fuck my pussy!" she cried out softly.

I sped up my motions as I moved lower, kissing her stomach and sending my tongue into her bellybutton. She let go of my hand and pushed my head lower. I kissed across her hairless mound, slick with my juice and slipped my tongue over the top of her slit. I tasted her strong juice - salty and tangy.

"Oh, fuck!" Kayla cried out a little louder. "Mm hmm... oh... mm hmm," she moaned.

I climbed across her legs and positioned my mouth at her opening. I thrust my tongue into her pussy, tasting a gush of liquid as it hit my tongue.

"Oh... oh," Kayla whimpered, her hand on the back of my head.

I thrust my tongue in and out like a semi-hard cock. I felt her hips move up and down faster as I built her to an orgasm. I moved up and sucked on her clit, then back down and into her pussy. I wanted to feel her cum on my tongue.

I used my thumb to caress her clit.

"Oh... shit!" Kayla groaned.

I moved faster with my thumb, faster with my tongue. Kayla's hips moved faster as well.

"Oh!" she cried.

Suddenly, Kayla's hips shot up in the air. I felt her pussy contract on my tongue, hugging it, holding on to it. At the same time, she let out a new surge of juice. I tried hard to swallow it all, the taste filling my mouth with tanginess.

"Oh! Oh! Oh!" she cried, a little too loudly, as her hips convulsed, and her legs shook.

She let go of my head and I could see her head was tilted back and her eyes closed as pleasure wracked her body.

I closed my eyes as my tongue and mouth gently explored her pussy lips and sopped up every drop of her juice. I felt her hands pull on my head, so I lifted myself up and got on top of her. She kissed me deeply, our tongues trading mouths. She kept moving underneath me and I found myself getting really aroused.

Somehow, I managed to slip my knee under her thigh and as I did so, our pussies touching each other. I didn't know what I was doing but got up on one knee and started rubbing against her. The feeling was unreal. It was so intense. I watched our pussies glide across each other, sharing juice and stimulating our clits at the same time.

"Oh!" I moaned, my breath becoming fast.

"Hmm!" Kayla moaned, already getting aroused again.

Kayla lifted her knee, giving me something to hold on to as I pulled us closer.

"Oh, fuck... oh, fuck!" I moaned, not really knowing what was happening, except that it felt incredible.

We looked into each other's eyes as we sped up. I was building quickly to an orgasm and could tell Kayla was too. It was like our bodies were completely in sync - pleasure building and building and building - waiting for release.

"Do... you... want to... cum?" Kayla asked between breaths.

"I'm going... to," I said. "I'm... going... to... AH!" I cried out as intense pleasure erupted from my clit and shot through my body.

Instantly Kayla called out and I could feel our bodies spasming against each other. Our juices made our pussies slip and slide across each other so easily. The orgasm was unlike any I'd ever had. We kept looking at each other, knowing the pleasure we were sharing - giving to one another.

Eventually, I got back on top of her, and we kissed and made out, our nude bodies still trembling and convulsing a little.

"Kayla, Autumn!" we heard a voice call out. "Dinner!"

It was Kathy.

"Oh, shit!" I said, rolling off Kayla.

Kayla giggled. "It's okay! I guess we just got carried away."

"It just startled me, that's all," I said, getting off the bed and reaching for my clothes.

Though we'd made love many times, I was still in awe that this beauty wanted me. Not that I was complaining or anything.

"What?" Kayla asked. "Why are you looking at me like that?"

"Nothing," I said. "I just still feel so out of your league."

"Don't be silly!" Kayla said as she put on her bra. "You're so gorgeous." She stepped over and ran her fingers through my blonde hair and across my chest. "I love your hair - it's lighter than mine, and you have wonderful breasts and a body anyone would love to feast on. I know my brother does!"

I blushed with embarrassment. I'd never considered myself that pretty. I was starting to get the idea that maybe I'd been wrong.

We came down the grand staircase and Kathy met us at the entrance to the dining room, carrying plates of delicious smelling food. I'd really worked up an appetite in the last hour.

"You girls having fun?" Kathy said, giving Kayla a glance, then looking at me and smiling.

Did she know something?

"Of course, Mom," Kayla said, breezing past her mother and sitting down at the table. "Mostly talking about tennis stuff. You know, from the team. We've got a big meet next week."

"Good cover," I whispered to Kayla.

"Mm hmm," Kathy replied softly.

We dug into the meal. Kathy could really cook!

"I don't know that much about you, Autumn, except that you're a sophomore like Kayla and that you're both on the tennis team."

"Not much to tell, I'm afraid," I answered between bites. "I'm majoring in Chemistry."

"Chemistry?"

"Applied Chem, actually. I, uh, want to go into R&D for consumer products."

"Wow, you've really thought this through," Kathy said, setting down her fork and putting her hand on mine. "I'm impressed."

"Thanks. Helping better people's lives has kind of always been my thing," I said, laughing. "Yeah, I was the kid who tried a homemade poultice to save the bird with a broken wing."

Kathy and Kayla both laughed at that. Kathy smiled warmly.

"Good for you, Autumn. I'm sure you'll be a big success."

"If I can be a quarter as successful as you, I'll be happy," I said.

"So... how'd you two become so close?" Kathy asked.

I exchanged a look with Kayla.

"The team, of course," I said quickly.

"Oh, I know," Kathy said. "But you seem so much closer than that. Friends, even more. Don't get me wrong - I'm so glad my daughter can be close to someone as beautiful and special as you, Autumn."

I blushed. "You're very sweet, Mrs. Anderson."

"It's not Mrs. Anderson," Kathy said with a sly smile. "It's Kathy," she said, stroking her finger along my hand.

It gave me goose bumps. The gesture was so subtle and yet so personal.

We sat in the living room after dinner and watched a movie - all three of us. Kathy was into the same sort of stuff we were. She sat on an easy chair next to Kayla and I and when she got up to get us tea, she put her hand on my bare knee. It felt nice.

When she returned, Kayla was busy watching, but I turned to Kathy. She handed me my tea and as she sat, I noticed her legs parted just enough for me to see pink panties between her legs. I shouldn't have been looking there, but the color attracted my eye.

I quickly looked away but noticed Kathy didn't try to hide her crotch from view and actually winked at me.

I went to bed with my head spinning. What was I experiencing here? Nothing, probably. Just a friendly mom who is proud of her body. Her body. It was mesmerizing. Ever since I'd made love with Michelle, a woman ten years old than me, I found myself attracted to older women. There was something about their confidence, and the way they expressed pleasure.

Kayla and I made out a bit in her bed later but were a bit too tired to make love again.

I awoke the next morning and reached for Kayla. She wasn't in the bed... or the bathroom... or on the deck. I was a bit confused but showered and dressed anyway, hoping to find her downstairs.

I heard humming as I came down to the main level. It wasn't Kayla, it was Kathy.

"Good morning, Autumn," Kathy said brightly as I stepped into the kitchen. "Coffee?"

"Good morning," I replied. "Sure, um is Kayla outside or something?"

Kathy poured me a cup of coffee and handed me the mug. "Well, she remembered that she had physio this morning over on campus. She said she's really sorry. She won't be back until lunch time."

"Oh," I said, surprised. Seemed like something a person would remember. But, oh well.

"Let's eat out on the deck," Kathy said. "I hope you're hungry."

Kathy turned to the counter and picked up two plates full of scrambled eggs, bacon, melon, and hash browns.

"Where'd you learn to cook like that?" I asked.

"Just a hobby," Kathy said, smiling. "Bring your coffee. It's a beautiful day outside."

I followed her out onto the massive deck. We sat at a table in the partial shade. The pool cast reflections of the sunlight in our eyes. Beyond, the tennis court looked inviting - as did the incredible view of the city.

As Kathy sat across from me, I noticed she was wearing a casual skirt and top - one that still clung closely. Her blonde hair fell loosely across her chest. Her boobs bounced just slightly as she sat on the chair. She was more beautiful than ever.

We ate and talked about the lovely weather, their pool, and how they got this house. Kathy was so fun to talk to - very unlike most women of her age that I'd known.

"Want to take a dip?" she said after we'd cleared the dishes.

"I didn't bring a suit," I said. "But it does sound lovely. Thank you, though."

Kathy gave me a once-over. "You know. I think you and I are around the same size. Why don't I lend you one of my suits?"

"I don't want to put you out."

"It's no bother at all," Kathy said, taking my hand. "Let's go up to my room."

Kathy's room was more of a suite. Double doors, a sitting area, another set of double doors leading to an elevated bedroom. As I stepped up, I noticed a large dressing area off to one side of the bed. Kathy led me there and opened up some drawers.

"This one would look amazing on your body, Autumn," she said, holding up a suit top against my breasts.

Somehow, her touching me sent shock waves around my body. I began to be aroused by her, and I fought it.

"Why don't you try it on in there," Kathy said, motioning to the bathroom.

I closed the door and changed into the suit. It fit perfectly. Kathy had picked out a very sexy swimsuit that showed off my boobs and left little to cover my crotch. Good thing I was shaved.

I came out of the bathroom a little embarrassed to be wearing such a small suit in front of Kathy. Her eyes grew wide as she looked me over.

"I must say, I have a pretty good eye. That suit fits you so well!"

As she spoke, Kathy stepped next to me and touched the suit fabric, pulling a little here and there. It felt great for her to touch the side of my boobs and pull up on the suit bottoms. Too good.

"Are you sure this is okay?" I said, a little flustered.

"Of course!" Kathy replied. "Let me just get dressed and I'll meet you at the pool."

Kathy went into the dressing area, but did not close the door. I turned to leave, but for some reason I hesitated and looked back. Kathy was facing away from me. She'd already pulled off her top and undone her bra. She bent over and pulled off her shorts and panties. She was standing only about ten feet from me - completely nude. My pussy instantly responded, and I worried for a moment that I might stain her suit. I couldn't take my eyes off her glorious body. Her waist curved in slightly and her ass cheeks were perfectly proportioned. As she bent over, I could see pretty asshole and pussy lips. She turned slightly to get a suit from the drawer next to her and I could partially see one of her breasts. It was large and full and bounced slightly as she moved. Her nipples stood nearly straight out. I was amazed that a woman in her late thirties could have such perky breasts. I was mesmerized by her beauty.

Before she could see me, I turned and left the room. I was so turned on that my nipples poked through the thin fabric of my top. I felt wrong. I shouldn't be aroused by the mother of one of my closest friends. What would Kayla think? But there seemed to be some sort of sensuality oozing from Kathy. Why hadn't she closed the door? Did she want me to see her naked?

"Grab a towel from that chest over there," Kathy said as she came out of the sliding glass door and stepped on the deck. "Get one for me too."

I opened the chest by the pool and took out a couple of towels. I set them down on two chaise lounges next to the pool.

I tried hard not to stare at Kathy. She was wearing a white two-piece. The top consisted of two small triangles that did a poor job holding in her boobs. I could clearly see the tops, sides, and bottoms of her breasts. The bottom was equally small, covering only her the middle part of her mound.

"You like?" she asked, noticing my gaze.

"Very much," I said.

"I know it doesn't cover much, but it makes me feel so free. Like I've got nothing on!"

Kathy stepped down into the pool, swimming out and back. As she stood in the shallow end, I realized just how thin her suit was. I could see dark areola showing through the fabric and her nipples protruded to make two mounds.

"Come on in!" she said.

I slowly made my way into the water, which was warm and inviting. I swam around a little, my mind reeling and my body aroused by this older woman. I swam back and stood, leaning against the side of the pool.

"Great pool," I said, not knowing what else to say.

"I know. We love it. A lot of good memories with the kids here."

She stared at me for a few seconds, and I could see her eyes glance down at my chest. I was afraid that my nipples were still showing but didn't dare look down.

"So," Kathy said, coming over and leaning against the side of the pool next to me, "what do you like about Kayla?"

"Um," I said, "uh, she's fun to be around."

"Surely it's more than that, right?"

"I'm not sure what you're getting at."

"She's really pretty, isn't she?"

"Yeah - and she looks a lot like you."

"Thanks, Autumn. I bet you two have such good times together - fun and pleasurable."

"Hm?" I replied, getting uncomfortable.

"She brings you lots of pleasure, yes?"

"What are you saying?"

Kathy laughed quietly. She faced me and put a hand on my shoulder. "Mothers know things, you know? I know about you and Kayla."

I was mortified. I thought back to Kayla and I moaning and crying out with pleasure in her room. We'd been too loud.

"So... you know?" I asked.

Kathy smiled. "Of course. This may be a big house, but the walls aren't that well insulated."

"I'm so sorry Mrs., um, Kathy. I hope you're not upset."

I felt like crying.

"Upset? Not at all. I think it's wonderful that you two can pleasure each other."

"Really?" I said, not knowing how to react.

"Really," Kathy said, running her hand over my shoulder and down my arm gently. "Let me ask you something, Autumn. And feel free to be honest."

"Um, okay," I said, tentatively.

"Do you find me attractive?"

This was unexpected. "Sure, um, yeah. You're very beautiful."

"I find you very attractive too," Kathy said, looking deeply into my eyes. "Would you say you are perhaps attracted to me?"

"Attracted? In what way," I said, my mind fogging up.

"I think you know what way," Kathy said, gently stroking my arm, sending goosebumps all over me.

I looked at her hand, so delicate, so soft, so sensual in the way she was touching me.

"I guess I am," I said, looking back up at her eyes.

"Then the feeling is mutual," she said.

"Really?"

Kathy nodded. "Can I be totally, brutally honest with you?"

"Uh huh."

"When I heard you and Kayla making love, it got me really aroused - so aroused that I went into my room - which shares a wall with Kayla's - and rubbed myself listening to the sound of you cumming. I came so hard I nearly fell off my bed!"

I was flabbergasted. My eyes widened in surprise, but I didn't have much time to process what was happening. Kathy put her hand on my other arm and held me, only a few inches away.

"Autumn?" she said softly. "Can I kiss you?"

I couldn't believe what was happening. This beautiful older woman wanted me, and I wanted her - in the worst way. I nodded.

Kathy moved closer, our nipples touching, our breasts compressing against each other. I looked into her kind eyes as her face drew near. When her lips touched mine, I felt a surge of pleasure. The kiss was brief, just lips. Kathy pulled back and searched my face for a reaction.

I moved towards her, putting my hands behind her neck and pulling her in for another kiss. She responded instantly. She pulled me in by my shoulders and our lips mashed together. I felt a tongue touch my lips and I opened. A feeling of wet warmness filled me as she penetrated my mouth. Her tongue glided over mine, moving in and out and around.

We broke off and Kathy stepped back, still holding my shoulders. "I've been wanting to do that since I first laid eyes on you."

"Really?" I said. "Me too. I was pretty instantly attracted to you but never thought..."

"Never thought your lover's mother would come on to you?" Kathy said, smiling.

"Is that what you're doing... coming on to me?"

"Yes, Autumn. Oh yes. I want to make love to you so badly. Please say yes!"

I was in a quandary. Part of me worried that I was being unfaithful to Kayla, though she clearly had other people she was intimate with. The other part of me was flattered and very aroused at the idea of making love to this older beauty - no matter whose mother she was!

"I want you too, Kathy," I said, searching her face.

Kathy smiled. "Then let's get out of here. I want to take you back to my bedroom."

"But what about Kayla," I said. "Won't she be coming home?"

"Not for a long while, Autumn. We have plenty of time to get to know each other's bodies."

Her hand came off my shoulder and grabbed my hand, pulling me to the side. We stepped out of the pool and kissed again - deeply, passionately, our bodies grinding against each other and our arms roaming. I felt her pull in on my ass. I wanted to have her right there!

As we broke, she took a towel and gently dried me off, spending more time on my breasts and crotch. I was getting more aroused by the second.

"Do me?" she said, handing me her towel.

I rubbed the soft material over her firm breasts and between her legs, letting my fingers briefly touch her suit and go under it slightly.

"Mm," Kathy purred. "Let's get out of here."

She took my hand and led me back in the house, up the grand staircase, and into her bedroom suite. She closed the door and approached me, putting her arms around me and pulling me in for another wonderful sharing of lips and tongue. I felt her hands cup my breasts over the suit.

"Mm," I moaned as she squeezed and fondled me.

"Your nipples are getting hard," Kathy said as we broke off. "I think I can get them even harder."

"Ooh, please do!" I said.

Kathy reached around my back and undid the suit top. After she untied the neck strap, the suit fell off and onto the floor. Kathy stepped back to admire me.

"You have incredible breasts, Autumn. I'm sure they taste delicious too."

"Only one way to find out," I said, offering a breast to her mouth.

Kathy bent over and I felt her lips and mouth close on my nipple. She flicked her tongue across it, sending pleasure shooting down to my pussy.

"Ooh, so nice," I said, watching her suckle and lick.

She moved to the other breast and used her index finger and thumb to squeeze the now wet nipple.

"Ah!" I moaned.

Kathy moved away and turned her back to me. "Take off my suit. I want your tongue on my nipples too!"

I eagerly obliged, undoing the clasp and untying the knot around her neck. As the suit fell, I reached around and cupped her large breasts. They were just as firm as they looked.

"Hmm," Kathy said, looking down at my hands.

I took both large nipples in between my fingers and squeezed, pulling out and stretching her tits.

"Oh... shit!" Kathy exclaimed, her chest rising in response.

She turned back towards me. "Why don't we get on my bed. I'm so wet I can hardly stand it."

She reached for the ties holding my suit bottoms on. "I don't think you need this on anymore, do you?"

"Neither do you," I said, also reaching for her ties.

We both got our suits undone and the scant bottoms fell to the floor.

"Wow!" I marveled as I looked at Kathy's bald pussy. It was red and swollen, with a line of clear liquid running down her leg.

"Told you I was wet for you," Kathy said. "And look at you," she said, touching my hairless mound. "Your pussy has beautiful lips. I can't wait to kiss them."

We kissed again, sharing tongues between our mouths. Kathy got up on the bed and pulled me up after her. I got on top of her and began grinding myself into her. We kissed again and then I moved lower. I had to taste her nipples and feel them in my mouth.

"Your tongue feels so good," Kathy said, holding my head as I suckled her. "I can't believe you're sucking my tits. Mm... so good. Don't stop, Autumn."

I felt her reach for my ass. I moved to the side slightly to give her better access. She separated my cheeks, and I felt her finger slide up and down my slit, sending lots of feelings all over.

"I'm wet too," I said.

Kathy withdrew her finger and put it in her mouth. "You taste so good!" she said. "I want to drink in your juice!"

I was getting so aroused that I nearly forgot who I was with - Kayla's mom. Her beautiful body called to me. I turned my head down and kissed her stomach as I straddled her. The touch of her tongue on my pussy nearly made me cum right then.

"Ah, oh, ah," I moaned.

I used a finger to lightly caress her clit. I watched as more juice dribbled out.

"OH!" Kathy moaned, her hips rising up to my touch.

I felt Kathy's tongue press into my opening.

"Ah... ah... ah," I began saying as my breathing quickened and the pleasure inside me built.

I was making love to Kathy. I was really doing it. Her pussy was right in front of me. As I neared an orgasm, I dove into her wet and juicy pussy. I sucked in on her clit and ran my tongue down her slit. She began to moan and move her hips up and down.

"Oh! Oh!" Kathy moaned, coming off my pussy.

I increased the suction on her clit as my tongue flicked across it in my mouth. Suddenly, Kathy cried out, her hips shot up in the air, and a fresh burst of juice hit my tongue and ran down the inner part of her thighs.

I was making Kathy cum in my face! I got so wrapped up in hearing and experiencing her pleasure, that I didn't cum in that moment. Kathy's hips gyrated back and forth and up and down as I sent wave after wave of pleasure throughout her entire body.

"Oh... oh... oh," she moaned softly as the waves lessened but did not subside.

My mouth had covered her bald mound with juice, which I kissed and licked.

"Oh, Autumn," Kathy said, breathless. "That was so awesome. I can't believe you made me cum like that!"

"My pleasure!" I said, rolling off and turning around.

We kissed and made out, Kathy breaking off occasionally to catch her breath.

"But wait," she said, holding my face in her hands. "You didn't cum, did you?"

I shook my head. "I was so close - am still so close, but I was so into giving you an orgasm that I forgot about my own!"

"Well, let's fix that!" Kathy said, pushing me down. I leaned back against the pillows at the head of the bed. I wanted to take in every moment of Kathy eating me out. She climbed up between my legs, kissing her way up my thighs.

My hips were already moving up and down in response. I felt tingly all over and when her tongue hit my pussy, I gasped, "OH!"

"You have such a lovely pussy, Autumn," Kathy said, her mouth inches from me. "I love the delicate petals you have, and they're dripping with moisture."

"Please lick it up, Kathy. My petals are yours!"

"Mm. Love it!"

Kathy moved in and began licking me in earnest. I watched her tongue flick out on my clit and run up and down my slit. My head felt fuzzy, and my hips had taken on a life of their own.

"Oh... oh... oh," I moaned.

Her tongue drove deep into me, and I arched up my back in response. She was driving me crazy!

"OH... AH... OH!" I cried, getting closer to cumming.

I watched Kathy's beautiful ass, up in the air as she dove into my pussy. I was just feeling like I was going to go over the top into a delicious orgasm when I spotted something beyond Kathy - in the doorway to her room. A person - it was Kayla!

Kayla stood in the open door. I expected her to cry out in anger and surprise at the idea of her mom eating me out. Instead, I saw this mischievous grin cross her face. She licked her lips and, to my surprise, began stripping her clothes off.

First, her top - revealing a sports bra underneath that she promptly took off. The pulled down her shorts and panties and stood in the doorway completely nude.

I wasn't sure what to do. Should I tell Kathy that her daughter was in the room - and naked? Should I let her continue to eat me? Could I even cum now?

I watched in horror as Kayla came into the room. But instead of chiding us, she climbed up on the bed behind Kathy and put her mouth on her mom's pussy!

"Oh!" I cried out. "Kayla!"

Kathy briefly came off my pussy and turned her head. "I was wondering when you'd come home, Kayla. Ooh, your mouth feels so good on my pussy - you're going to make your mother cum again!"

I knew that Kayla and her brother Kai were intimate, but I had no idea that included their mother.

Kathy's hips began pushing back as Kayla licked her pussy and went up to stick her tongue in her ass.

I was in another world - shocked but also turned on by the incest taking place only inches from me.

"Oh, Kathy - Kayla is... oh... oh... OH!"

At that moment, pleasure took over my body. My back arched up and a strong feeling of pleasure surged out of my crotch across my entire body.

"OOOOOOOOH!" I cried out in almost a growl.

I was cumming all over Kathy's face while her daughter had her tongue up her pussy.

Kathy began squirming as she came too but kept her mouth on me as waves of pleasure washed over and over and over me.

"Oh, oh, oh," I whimpered as I held Kathy's head in place.

Kathy finally came off my pussy as I calmed down. She turned as Kayla got up on the bed. I watched this mother and daughter kiss and make out like lovers... tongues and lips and hands roaming free.

"So... shit!" I said as they broke off. "You didn't tell me, Kayla!"

Kayla laughed. "It was supposed to be a surprise!"

"Yeah," Kathy said, "Kayla and I got to talking about how much I wanted to become your lover, and she was so into it that she hatched this plan of a 'fake' PT appointment so I could seduce you. Guess it worked!"

"Boy, I'll say!" I said.

Kathy had her arm around Kayla's waist. Naked, the two women looked so much alike - Kathy a slight bit bigger and her breasts sagging just a little - but still both looked so perfect and delicious.

"I just want to eat you both!" I said.

I got up on my knees and came in for a three-way kiss.

"Ooh, I love the taste of Mom's juice on your tongue," Kayla said, breaking off.

"You don't taste exactly alike, but pretty close," I said, smiling.

"Well, we are mother and daughter," Kathy said, squeezing Kayla's side.

"This is going to sound crazy," I said. "But seeing the two of your together is so incredible that it's got me horny for more. To see you two in action with each other."

"That sounds wonderful," Kayla said, "if you'll join in!"

"Of course!" I said.

The three of us kissed again and fondled each other's bodies. Kayla kissed and licked Kathy's nipples. Kathy began moaning as she held her daughter's head. I moved behind Kathy and rubbed her very wet pussy, kissing and licking her neck and using her juice to stick my finger up her ass.

"Oh, fuck yeah!" Kathy said.

I finger fucked her pussy and her ass at the same time. She started wiggling on my fingers, urging me to go deeper.

"Can I see you eat your daughter out?" I asked.

Kathy smiled and nodded.

Kayla lay on her back and Kathy came up between her legs. Kayla pulled her knees up and held them apart so Kathy could get full access.

"So lovely!" Kathy said, admiring Kayla's wet pussy.

I continued to fuck Kathy's ass and pussy as her mouth went to work on Kayla's pussy. I heard slurpy sounds as Kathy's tongue went in and out of her, licking her slit and clit. Kathy began squirming again on my hands, and I knew I could bring her to another orgasm soon.

Kayla closed her eyes and laid her head back on the pillows. I was still in a state of shock at witnessing this mother/daughter pairing, but the fact that I could give them such pleasure together got me aroused all over again.

"Oh, oh, oh, OHHHH!" Kayla cried out as Kathy brought her to an orgasm.

She writhed and convulsed on the bed, getting the sheets wet with the moisture coming out of her pussy.

Kathy grunted and moaned, her mouth on Kayla and my fingers buried deep inside her. She started bucking up and down and she came off her daughter as she came on my fingers.

When they'd finished, the two sat up and we all kissed again.

"Now we'd like to make you cum - together," Kathy said.

"Oh, wow!" I said, at the thought of a mother and daughter eating me out at the same time got me even wetter.

I lay on my back. Kayla started on my breasts, kneading, squeezing, licking, sucking. Kathy fingered my pussy, sliding in and out, in and out, in and out, while using her thumb to rub my clit.

Then Kayla moved alongside Kathy. I opened wide and let them kiss my inner thighs and then my pussy lips. Two mouths sucking and licking each other and me was too much.

"OHHHHH!" I cried out as I came harder than ever, watching this pair enjoy me and each other.

"Fuck, you guys!" I said when I came back to earth. "I've... never... I mean... that was... awesome!"

The two came up alongside me and we made out - the three of us - for what seemed like hours.

"You know," I said, "I have this naughty thought."

"Do tell," Kathy said, coming off suckling my nipples.

"Tell me if this goes too far - but since you and Kayla and Kayla and Kai are all intimate - would Kai think about joining us in bed?"

Kayla and Kathy smiled at each other.

"We might be able to arrange that," Kathy said.